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A great pup-py looked down at her with large round eyes, stretched out one paw and tried to touch her. "Poor thing!" said Al-ice in a kind tone and tried hard to show it that she wished to be its friend, but she was in a sore fright, lest it should eat her up.

Al-ice could not think what to do next, so she picked up a bit of stick and held it out to the pup-py. It jumped from the tree with a yelp of joy as if to play with it; then Al-ice dodged round a large plant that stood near, but the pup-py soon found her and made a rush at the stick a-gain, but tum-bled head o-ver heels in its haste to get hold of it. Al-ice felt that it was quite like a game with a cart horse, and looked at each turn to be crushed 'neath its great feet. At last, to her joy, it seemed to grow tired of the sport and ran a good way off and sat down with its tongue out of its mouth and its big eyes half shut.

This seemed to Al-ice a good time to get out of its sight, so she set out at once and ran till she was quite tired and out of breath, and till the pup-py's bark sound-ed quite faint.

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"And yet what a dear pup-py it was," said Al-ice, as she stopped to rest and fanned her-self with a leaf: "I should have liked so much to teach it tricks, ifβ€”if I'd been the right size to do it! Oh dear! I've got to grow up a-gain! Let me seeβ€”how am I to do it? I guess I ought to eat or drink some-thing, but I don't know what!"

Al-ice looked all round her at the blades of grass, the blooms, the leaves, but could not see a thing that looked like the right thing to eat or drink to make her grow.

There was a large mush-room near her, a-bout the same height as she was, and when she had looked all round it, she thought she might as well look and see what was on the top of it. She stretched up as tall as she could, and her eyes met those of a large blue cat-er-pil-lar that sat on the top with its arms fold-ed, smok-ing a queer pipe with a long stem that bent and curved round it like a hoop.

CHAPTER V. A CAT-ER-PIL-LAR TELLS ALICE WHAT TO DO.

The Cat-er-pil-lar looked at Al-ice, and she stared at it, but did not speak. At last, it took the pipe from its mouth and said, "Who are you?" Al-ice said, "I'm not sure, sir, who I am just nowβ€”I know who I was when I left home, but I think I have been changed two or three times since then."

"What do you mean by that?" asked the Cat-er-pil-lar.

"I fear I can't tell you, for I'm sure I don't know, my-self; but to change so man-y times all in one day, makes one's head swim."

"It doesn't," said the Cat-er-pil-lar.

"Well, may-be you haven't found it so yet," said Al-ice, "but when you have to changeβ€”you will some day, you knowβ€”I should think you'd feel it queer, won't you?"

"Not a bit," said the Cat-er-pil-lar.

"Well, you may not feel as I do," said Al-ice; "all I know is, it feels queer to me to change so much."

"You!" said the Cat-er-pil-lar with its nose in the air. "Who are you?"

Which brought them back to the point from which they start-ed. Al-ice was not pleased at this, so she said in as stern a voice as she could, "I think you ought to tell me who you are first."

"Why?" said the Cat-er-pil-lar.

As Al-ice could not think what to say to this and as it did not seem to want to talk, she turned a-way.

"Come back!" said the Cat-er-pil-lar. "I have some-thing to say to you!"

Al-ice turned and came back.

"Keep your tem-per," said the Cat-er-pil-lar.

"Is that all?" asked Al-ice, while she hid her an-ger as well as she could.

"No," said the Cat-er-pil-lar.

Al-ice wait-ed what seemed to her a long time, while it sat and smoked but did not speak. At last, it took the pipe from its mouth, and said, "So you think you're changed, do you?"

"I fear I am, sir," said Al-ice, "I don't know things as I once didβ€”and I don't keep the same size, but a short while at a time."

"What things is it you don't know?"

"Well, I've tried to say the things I knew at school, but the words all came wrong."

"Let me hear you say, 'You are old, Fath-er Wil-liam,'" said the Cat-er-pil-lar.

Al-ice folded her hands, and be-gan:β€”

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"'You are old, Fath-er Wil-liam,' the young man said,
'And your hair has be-come ver-y white,
And yet you stand all the time on your headβ€”
Do you think, at your age, it is right?'
"'In my youth,' Fath-er Wil-liam then said to his son,
'I feared it might in-jure the brain;
But now that I know full well I have none,
Why, I do it a-gain and a-gain.'
"'You are old,' said the youth, 'shall I tell you once more?
And are now quite as large as a tun;
Yet you turned a back som-er-set in at the doorβ€”
Pray, tell me now, how was that done?'
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"'In my youth,' said the sage, as he shook his gray locks.
I kept all my limbs ver-y sup-ple
By the use of this oint-mentβ€”one shil-ling the boxβ€”
Al-low me to sell you a coup-le.'
"'You are old,' said the youth, and your jaws are too weak
For an-y thing tough-er than su-et;
Yet you ate up the goose, with the bones and the beak:
Pray, how did you man-age to do it?'
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"'In my youth,' said his fath-er, 'I took to the law
And ar-gued each case with my wife;
And the ver-y great strength, which it gave to my jaw,
Has last-ed the rest of my life.'
"'You are old,' said the youth; 'one would hard-ly sup-pose
That your eye was as stead-y as ev-er;
Yet you bal-ance an eel on the end of your noseβ€”
What makes you al-ways so clev-er?'
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"'I have re-plied to three ques-tions, and that is e-nough,'
Said the fath-er; 'don't give your-self airs!
Do you think I can lis-ten all day to such stuff?
Be off, or I'll kick you down-stairs!'"

"That is not said right," said the Cat-er-pil-lar.

"Not quite right, I fear," said Al-ice, "some of the words are changed."

"It is wrong from first to last," said the Cat-er-pil-lar; then did not speak for some time. At last it said, "What size do you want to be?"

"Oh, I don't care so much as to size, but one does'nt like to change so much, you know."

"I don't know," it said.

Al-ice was too much vexed to speak, for she had nev-er, in all her life, been talked to in that rude way.

"Do you like your size now?" asked the Cat-er-pil-lar.

"Well, I'm not quite so large as I would like to be," said Al-ice; "three inch-es is such a wretch-ed height to be."

"It is a good height, in-deed!" said the Cat-er-pil-lar, and reared it-self up straight as it spoke. (It was just three inch-es high.)

"But I'm not used to it!" plead-ed poor Al-ice. And she thought, "I wish the things wouldn't be so ea-sy to get mad!"

"You'll get used to it in time," the Cat-er-pil-lar said, and put the pipe to its mouth, and Al-ice wait-ed till it should choose to speak. At last it took the pipe from its mouth, yawned once or twice, then got down from its perch and crawled off in the grass. As it went it said, "One side will make you tall, and one side will make you small.

"One side of what?" thought Al-ice to her-self.

"Of the mush-room," said the Cat-er-pil-lar, just as if it had heard her speak; soon it was out of sight.

Al-ice stood and looked at the mush-room a long time and tried to make out which were the two sides of it; as it was round she found this a hard thing to do. At last she stretched her arms round it as far as they would go, and broke off a bit of the edge with each hand.

"And now which is which?" she said to her-self, and ate a small piece of the right-hand bit, to try what it would do. The next mo-ment she felt her chin strike her foot with a hard blow.

She was in a sore fright at this quick change, but she felt that there was no time to be lost as she was shrink-ing so fast; so she set to work at once to eat some from the left hand bit.

"Come, my head's free at last!" said Al-ice, with great joy, which changed to fear when she found that her waist and hands were no-where to be seen. All she could see when she looked down was a vast length of neck, which seemed to rise like a stalk out of a sea of green leaves that lay far be-low her.

"What can all that green stuff be?" said Al-ice. "And where has my waist got to? And oh, my poor hands, how is it I can't see you?" She moved them as she spoke; the green leaves shook as if to let her know her hands were there, but she could not see them.

As there seemed to be no chance to get her hands up to her head, she tried to get her head down to them and was pleased to find that her neck would bend a-bout like a snake. Just as she had curved it down and meant to dive in the sea of green, which she found was the tops of the trees 'neath which she had been walk-ing, a sharp hiss made her draw back in haste. A large bird had flown in-to her face, and struck her with its wings.

"Snake! snake!" screamed the bird.

"I'm not a snake," said Al-ice. "Let me a-lone!"

"Snake, I say, Snake!" cried the bird, then add-ed with a kind of sob, "I've tried all ways, but I can-not suit them."

"I don't know what you mean," said Al-ice.

The bird seemed not to hear her, but went on, "I've tried the roots of trees, and I've tried banks, and I've tried a hedge; but those snakes! There's no way to please them. As if it were not hard work to hatch the eggs, but I must watch for snakes night and day! Why I haven't had a wink of sleep these three weeks!"

"It's too bad for you to be so much put out," said Al-ice, who be-gan to see what it meant.

"And just as I had built my nest in this high tree," the bird went on, rais-ing its voice to a shriek, "and just as I thought I should be free of them at last, they must needs fall down from the sky! Ugh! Snake!"

"But I'm not a snake, I tell you!" said Al-ice. "I'm aβ€”I'm aβ€”"

"Well! What are you?" said the bird. "I can see you will not tell me the truth!"

"Iβ€”I'm a lit-tle girl," said Al-ice, though she was not sure what she was when she thought of all the chang-es she had gone through that day.

"I've seen girls in my time, but none with such a neck as that!" said the bird. "No! no! You're a snake; and there's no use to say you're not. I guess you'll say next that you don't eat eggs!"

"Of course I eat eggs," said Al-ice, "but girls eat eggs quite as much as snakes do, you know."

"I don't know,"

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